These Terms of Service (the "Terms") constitute a binding legal agreement between Aule Technologies, Inc., a Delaware corporation ("Aule", "we", "us", or "our"), and you, the entity or individual accessing or using the Services ("you" or "Customer"). By accessing, browsing, submitting information to, or otherwise using any part of the Aule website, the Zyphar model, or any related application, API, interface, or documentation (collectively, the "Services"), you agree to be bound by these Terms. If you do not agree, do not access or use the Services.
1. Acceptance of Terms
You represent that you have the authority to bind yourself and any entity you represent to these Terms, are of legal age to form a binding contract in your jurisdiction, and are not barred from using the Services under applicable law. These Terms incorporate by reference our Privacy Policy and Legal Notice, each of which forms part of this agreement.
2. The Services
Aule develops and operates generative machine-learning systems intended to assist semiconductor engineers with tasks associated with physical chip design, including but not limited to floorplanning, placement, routing suggestions, and GDSII-format artifact generation. The Services are provided through the Aule website and may also be offered via software, APIs, command-line tools, or integrations. The scope, features, and availability of the Services are determined by Aule in its sole discretion and may change at any time.
3. Preview Status; No Production Use
The Zyphar model currently accessible through the Services is a public preview release. It is not Aule's proprietary production model and is provided to selected design partners and evaluators for the limited purposes of testing, feedback, and research. You expressly acknowledge and agree that:
- The Services may contain bugs, errors, or inaccuracies, and may produce outputs that are incomplete, incorrect, non-manufacturable, non-DRC-clean, or non-LVS-clean.
- The Services are not certified for, and must not be relied upon as the sole or determinative input for, tapeout decisions, mask preparation, foundry submission, safety-critical systems, medical devices, life-support systems, nuclear facilities, aviation, automotive safety systems, or any other application where failure could result in personal injury, death, environmental damage, or material financial loss.
- Outputs may not reflect the performance of the proprietary production model and may be materially different from it.
- Aule may modify, suspend, rate-limit, or terminate access to the Services at any time, with or without notice, and without liability to you.
4. Eligibility and Accounts
Access to portions of the Services may require registration, approval by Aule, or execution of a separate order form or evaluation agreement. You agree to provide accurate, current, and complete information during registration and to maintain its accuracy. You are responsible for all activity occurring under your credentials and agree to notify Aule immediately of any unauthorized access or suspected breach. Aule may refuse or revoke access in its sole discretion.
5. License to Use
Subject to your continued compliance with these Terms, Aule grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business evaluation purposes during the preview period. No other rights are granted by implication, estoppel, or otherwise. All rights not expressly granted to you are reserved by Aule and its licensors.
6. Inputs and Outputs
6.1 Your Inputs.
You retain all right, title, and interest in and to the data, designs, netlists, prompts, specifications, and other materials you submit to the Services ("Inputs"). You grant Aule a worldwide, royalty-free, non-exclusive license to host, use, reproduce, process, transmit, display, and create derivative works from Inputs solely to provide, maintain, secure, test, debug, and improve the Services, subject to the protections described in the Privacy Policy. You represent and warrant that you have all rights necessary to submit Inputs and that Inputs do not infringe any third-party rights or applicable law.
6.2 Outputs.
As between you and Aule, and subject to your compliance with these Terms, Aule assigns to you its right, title, and interest (if any) in and to the machine-generated outputs returned to you by the Services ("Outputs"). You acknowledge that Outputs are produced by statistical models and may not be unique, that similar or identical Outputs may be generated for other users, and that Aule makes no representation that Outputs are free from the rights of third parties. You are solely responsible for evaluating, verifying, and validating Outputs before any use, including but not limited to independent DRC, LVS, STA, ERC, parasitic, reliability, and foundry-rule verification.
7. Feedback
If you submit suggestions, enhancement requests, recommendations, benchmarks, bug reports, or other feedback regarding the Services ("Feedback"), you hereby grant Aule a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, distribute, and exploit the Feedback for any purpose without compensation or attribution.
8. Intellectual Property
The Services, including all software, models, model weights, model architectures, training data curation, training procedures, user interfaces, documentation, logos, and the names "Aule", "Aule Technologies", "Zyphar", and associated marks, are and shall remain the exclusive property of Aule and its licensors, protected by U.S. and international copyright, trademark, trade secret, patent, and other intellectual-property laws. Nothing in these Terms transfers any ownership interest in the foregoing to you.
9. Prohibited Uses
You shall not, and shall not permit any third party to:
- reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, training data, or underlying architecture of the Services, except to the minimum extent expressly permitted by non-waivable law;
- use the Services, Outputs, or any data obtained from the Services to train, fine-tune, distill, or improve any machine-learning model that is competitive with the Services, or to benchmark the Services for publication without Aule's prior written consent;
- scrape, mirror, or otherwise systematically extract the Services or their outputs;
- circumvent or attempt to circumvent rate limits, usage caps, access controls, or security features;
- introduce malware, viruses, or harmful code, or otherwise interfere with or disrupt the integrity or performance of the Services;
- use the Services to generate outputs that infringe third-party intellectual-property rights, violate privacy or publicity rights, are defamatory, unlawful, harassing, or that concern weapons of mass destruction or other activities restricted by applicable export or sanctions laws;
- resell, lease, sublicense, or otherwise commercially exploit the Services without Aule's prior written consent;
- represent the Services or their Outputs as certified, qualified, or approved for tapeout, mass production, or any safety-critical application;
- remove or alter any proprietary notices, labels, or markings on the Services or Outputs.
10. Third-Party Services
The Services may interoperate with or reference third-party products, services, libraries, or infrastructure, including NVIDIA compute platforms, OpenAI application programming interfaces, KLayout, open-source PDKs, and similar components. Your use of any third-party offering is governed by that third party's terms. Aule makes no representation or warranty regarding any third-party offering and disclaims all liability arising from them.
11. Confidentiality
Each party (the "Receiving Party") may have access to information of the other party (the "Disclosing Party") that is identified as confidential or that should reasonably be understood to be confidential ("Confidential Information"). The Receiving Party shall use Confidential Information only as permitted under these Terms, protect it using the same degree of care it uses for its own information of like kind (but in no event less than reasonable care), and not disclose it to third parties except to employees and contractors bound by written obligations of confidentiality no less protective than these Terms. Confidential Information of Aule includes, without limitation, non-public model behavior, error messages, rate-limit signals, and pricing.
12. Disclaimers
THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. AULE AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, QUIET ENJOYMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. AULE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT OUTPUTS WILL BE ACCURATE, COMPLETE, MANUFACTURABLE, FOUNDRY-COMPLIANT, OR SUITABLE FOR ANY PURPOSE; OR THAT DEFECTS WILL BE CORRECTED. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICES AND OUTPUTS.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AULE, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, RESEARCH RESULTS, WAFER OR MASK COSTS, FAB RESERVATIONS, TAPEOUT EXPENSES, OR SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
AULE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO AULE FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). BECAUSE THE SERVICES ARE CURRENTLY PROVIDED WITHOUT CHARGE AS A PREVIEW, YOU ACKNOWLEDGE THAT THIS LIMITATION REFLECTS AN ALLOCATION OF RISK THAT IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN.
14. Indemnification
You agree to defend, indemnify, and hold harmless Aule and its affiliates, officers, directors, employees, agents, and licensors from and against any and all third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Inputs; (b) your use of the Services or any Outputs; (c) your breach of these Terms; (d) your violation of any applicable law or any third-party right; or (e) any physical-design work, tapeout, or manufacturing decision informed in whole or in part by Outputs.
15. Export Controls and Sanctions
The Services, Outputs, and related technology are subject to U.S. export control laws and regulations, including the Export Administration Regulations, and may be subject to export or import regulations in other jurisdictions. You represent that you are not located in, under the control of, or a national or resident of any embargoed country or restricted party, and that you will not directly or indirectly export, re-export, or transfer the Services or Outputs in violation of applicable law. The Services must not be used in connection with the design or production of nuclear, chemical, or biological weapons, missile technology, or for any other end-use prohibited by U.S. or other applicable law.
16. Term and Termination
These Terms remain in effect until terminated. Aule may suspend or terminate your access to the Services at any time, with or without cause, with or without notice, and without liability. Upon termination, all rights granted to you will cease, and you must stop all use of the Services and destroy any confidential materials in your possession. Sections that by their nature should survive termination (including, without limitation, Sections 6 through 21) will survive.
17. Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18. Dispute Resolution; Arbitration; Class Waiver
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, seated in San Francisco, California, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. You and Aule agree to bring any dispute solely in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual-property rights or confidential information.
19. Changes to the Terms
Aule may modify these Terms from time to time. If we make a material change, we will post the updated Terms and update the "Last updated" date above. Your continued use of the Services after the effective date constitutes your acceptance of the revised Terms.
20. Miscellaneous
Entire Agreement. These Terms, together with any order form or evaluation agreement you sign with Aule, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements.
Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.
No Waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.
Assignment. You may not assign these Terms without Aule's prior written consent. Aule may assign freely.
Force Majeure. Neither party is liable for any failure or delay resulting from causes beyond its reasonable control.
Relationship. The parties are independent contractors. No agency, partnership, joint venture, or employment is created.
U.S. Government Rights. The Services are "commercial items" as defined in FAR 2.101. Use by the U.S. Government is subject solely to the rights granted in these Terms.
21. Contact
Questions about these Terms should be directed to yt@auletechnologies.com.